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2.
Principal
And Business Offices.
The Company may have such principal and other business offices,
either within or outside of the state of Delaware, as the Board of
Directors may designate or as the Company’s business may require
from time to time.

3.
Registered
Agent And Office.
The address of the Company’s registered agent may change from time
to time by or under the authority of the Board of Directors, or the
registered agent. The business office of the Company’s
registered agent shall be identical to the registered office. The
Company’s registered office may be but need not be identical with
the Company’s principal office in the state of Delaware. The
Company’s initial registered office shall be in the [Registered
Agent City],
State of Delaware.

4.
Place
Of Keeping Corporate Records.
The records and documents required by law to be kept by the Company
permanently shall be kept at the Company’s principal office.

ARTICLE
II:
STOCKHOLDERS

1.
Annual
Meeting.
An annual meeting of the stockholders shall be held on such date as
may be determined by resolution of the Board of Directors. At
each annual meeting, the stockholders shall elect directors to hold
office for the term provided in Section
1
of Article III of these Bylaws.

2.
Special
Meeting.
A special meeting of the stockholders may be called by the President
of the Company, the Board of Directors, or by such other officers or
persons as the Board of Directors may designate.

3.
Place
Of Stockholder Meetings.
The Board of Directors may designate any place, either within or
without the State of Delaware, as the place of meeting for any
annual meeting or for any special meeting. If no such place is
designated by the Board of Directors, the place of meeting will be
the principal business office of the Company or the Board of
Directors may, in its sole discretion, determine that the meeting
shall not be held at any place, but will instead be held solely by
means of remote communication as provided under Section 211 of the
Delaware General Company Law.

4.
Notice
Of Meetings.
Unless waived as herein provided, whenever stockholders are required
or permitted to take any action at a meeting, written notice of the
meeting shall be given stating the place, if any, date and hour of
the meeting, the means of remote communications, if any, by which
stockholders may be deemed to be present in person and vote at such
meeting and, in the case of a special meeting, the purpose or
purposes for which the meeting is called. Such written notice
shall be given not less than ten (10) days nor more than sixty (60)
days before the date of the meeting to each stockholder entitled to
vote at the meeting. If mailed, notice is given when deposited
in the United States mail, postage prepaid, directed to the
stockholder at the stockholder’s address as it appears on the
records of the Company. If electronically transmitted, then
notice is deemed given when transmitted and directed to a facsimile
number or electronic mail address at which the stockholder has
consented to receive notice. An affidavit of the secretary or
of the transfer agent or other agent of the Company that the notice
has been given by a form of electronic transmission shall, in the
absence of fraud, be prima
facie
evidence of the facts stated therein.When a meeting is adjourned
to reconvene at the same or another place, if any, or by means of
remote communications, if any, in accordance with Section
5
of Article II of these Bylaws, notice need not be given of the
adjourned meeting if the time and place thereof are announced at the
meeting at which the adjournment is taken.

5.
Quorum
And Adjourned Meetings.
Unless otherwise provided by law or the Company’s Certificate of
Incorporation, a majority of the shares entitled to vote, present in
person or represented by proxy, shall constitute a quorum at a
meeting of stockholders. If a majority of the shares entitled
to vote at a meeting of stockholders is present in person or
represented by proxy at such meeting, such stockholders may continue
to transact business until adjournment, notwithstanding the
withdrawal of such number of stockholders as may leave less than a
quorum. If less than a majority of the shares entitled to vote
at a meeting of stockholders is present in person or represented by
proxy at such meeting, a majority of the shares so represented may
adjourn the meeting from time to time, to reconvene at the same or
another place, if any, or by means of remote communications, if any,
by which stockholders and proxy holders may be deemed to be present
in person and vote at such meeting, and notice need not be given of
any such adjourned meeting if the time, date, place, if any,
thereof, and the means of remote communications, if any, by which
stockholders and proxy holders may be deemed to be present in person
and vote at such adjourned meeting are announced at the meeting at
which the adjournment is taken; provided,
however,
that if the adjournment is for more than thirty (30) days a notice
of the adjourned meeting shall be given to each stockholder of
record entitled to vote at the meeting. At the adjourned
meeting the Company may transact any business that might have been
transacted at the original meeting.

6.
Fixing
Of Record Date.

6.1.
For the purpose of determining stockholders entitled to notice of or
to vote at any meeting of stockholders or any adjournment thereof,
the Board of Directors may fix a record date, which record date
shall not precede the date upon which the resolution fixing the
record date is adopted by the Board of Directors, and which record
date shall not be more than sixty (60) days nor less than ten (10)
days before the date of such meeting. If no record date is
fixed by the Board of Directors, the record date for determining
stockholders entitled to notice of or to vote at a meeting of
stockholders shall be at the close of business on the day next
preceding the day on which notice is given, or, if notice is waived,
at the close of business on the day next preceding the day on which
the meeting is held. A determination of stockholders of record
entitled to notice of or to vote at a meeting of stockholders shall
apply to any adjournment of the meeting; provided, however, that the
Board of Directors may fix a new record date for the adjourned
meeting.

6.2.
For the purpose of determining stockholders entitled to consent to
corporate action in writing without a meeting, the Board of
Directors may fix a record date, which record date shall not precede
the date upon which the resolution fixing the record date is
established by the Board of Directors, and which date shall not be
more than ten (10) days after the date on which the resolution
fixing the record date is adopted by the Board of Directors. If
no record date has been fixed by the Board of Directors, the record
date for determining stockholders entitled to consent to corporate
action in writing without a meeting, when no prior action by the
Board of Directors is required by law, shall be the first date on
which a signed written consent setting forth the action taken or
proposed to be taken is delivered to the Company by delivery to its
registered office in the State of Delaware, its principal office, or
an officer or agent of the Company having custody of the book in
which the proceedings of meetings of stockholders are recorded.
Delivery to the Company’s registered office shall be by hand
or by certified or registered mail, return receipt requested. If
no record date has been fixed by the Board of Directors and prior
action by the Board of Directors is required by law, the record date
for determining stockholders’ consent to corporate action in
writing without a meeting shall be the close of business on the day
on which the Board of Directors adopts the resolution taking such
prior action.

6.3.
For the purpose of determining the stockholders entitled to receive
payment of any dividend or other distribution or allotment of any
rights or the stockholders entitled to exercise any rights in
respect to any change, conversion or exchange of stock, or for the
purpose of any other lawful action, the Board of Directors may fix
the record date, which record date shall not precede the date upon
which the resolution fixing the record date is adopted, and which
record date shall be not more than sixty (60) days prior to such
action. If no record date is fixed, the record date for
determining the stockholders for any such purpose shall be the close
of business on the day on which the Board of Directors adopts the
resolution relating thereto.

7.
Voting
List.
The officer who has charge of the stock ledger of the Company shall
prepare and make, at least ten (10) days before every meeting of
stockholders, a complete list of stockholders entitled to vote at
the meeting, arranged in alphabetical order, and showing the address
of each stockholder and the number of shares registered in the name
of each stockholder. Such list shall be open to the
examination of any stockholder, for any purpose germane to the
meeting, for a period of at least ten (10) days prior to the
meeting, (i) by a reasonably accessible electronic network, provided
that the information required to gain access to such list is
provided with the notice of the meeting, or (ii) during ordinary
business hours, at the principal place of business of the Company.
In the event that the Company determines to make the list
available on an electronic network, the Company may take reasonable
steps to ensure that such information is available only to the
stockholders of the Company. If the meeting is to be held at a
place, then the list shall be produced and kept at the time and
place of the meeting during the whole time thereof and may be
inspected by any stockholder who is present. If the meeting is
to be held solely by means of remote communication, then the list
shall also be open to the examination of any stockholder during the
whole time of the meeting on a reasonably accessible electronic
network, and the information required to access such list shall be
provided with the notice of the meeting. Except as otherwise
provided by law, such list shall be the only evidence as to the
identity of stockholders entitled to examine the list of
stockholders required by this Section 7 or to vote in person or by
proxy at any meeting of the stockholders. The Company shall
not be required to include electronic mail addresses or other
electronic contact information on such list.

8.
Voting.
Unless otherwise provided by the Certificate of Incorporation,
each stockholder shall be entitled to one vote for each share of
capital stock held by each stockholder. In all matters other
than the election of directors, the affirmative vote of the majority
of shares present in person or represented by proxy at the meeting
and entitled to vote on the subject matter shall be the act of the
stockholders. Directors shall be elected by plurality of the
votes of the shares present in person or represented by a proxy at
the meeting entitled to vote on the election of directors.

9.
Proxies.
Each stockholder entitled to vote at a meeting of stockholders or to
express consent or dissent to corporate action in writing without a
meeting may authorize another person or persons to act for him by
proxy, but no such proxy shall be voted or acted upon after three
(3) years from its date, unless the proxy provides for a longer
period. A duly executed proxy shall be irrevocable if it
states that it is irrevocable and if, and only as long as, it is
coupled with an interest sufficient in law to support an irrevocable
power. A proxy may remain irrevocable regardless of whether
the interest with which it is coupled is an interest in the stock
itself or an interest in the Company generally.

10.
Ratification
Of Acts Of Directors And Officers.
Except as otherwise provided by law or by the Certificate of
Incorporation of the Company, any transaction or contract or act of
the Company or of the directors or the officers of the Company may
be ratified by the affirmative vote of the holders of the number of
shares which would have been necessary to approve such transaction,
contract or act at a meeting of stockholders, or by the written
consent of stockholders in lieu of a meeting.

11.
Informal
Action Of Stockholders.

11.1.
Any action required to be taken at any annual or special meeting of
stockholders of the Company, or any action which may be taken at any
annual or special meeting of such stockholders, may be taken without
a meeting, without prior notice and without a vote, if a consent or
consents in writing, setting forth the action so taken, shall be
delivered to the Company by the holders of outstanding stock having
not less than the minimum number of votes that would be necessary to
authorize or take such action at a meeting at which all shares
entitled to vote thereon were present and voted. Prompt notice
of the taking of the corporate action without a meeting by less than
unanimous consent shall be given to those stockholders who have not
consented in writing. In the event that the action which is
consented to is such as would have required the filing of a
certificate with any governmental body, if such action had been
voted on by stockholders at a meeting thereof, the certificate filed
shall state, in lieu of any statement required by law concerning any
vote of stockholders, that consent had been given in accordance with
the provisions of Section 228 of the Delaware General Company Law,
and that notice has been given as provided in such section.

11.2.
A telegram, cablegram or other electronic transmission consenting to
an action to be taken and transmitted by a stockholder or proxy
holder, or by a person or persons authorized to act for a
stockholder or proxy holder, shall be deemed to be written, signed
and dated for the purposes of this section 11, provided that any
such telegram, cablegram or other electronic transmission sets forth
or is delivered with information from which the Company can
determine that the telegram, cablegram or other electronic
transmission was transmitted by the stockholder or proxy holder or
by a person or persons authorized to act for the stockholder or
proxy holder and the date on which such stockholder or proxy holder
or authorized person or persons transmitted such telegram, cablegram
or electronic transmission. The date on which such telegram,
cablegram or electronic transmission is transmitted shall be deemed
to be the date on which such consent was signed. No consent given by
telegram, cablegram or other electronic transmission shall be deemed
to have been delivered until such consent is reproduced in paper
form and until such paper form shall be delivered to the Company by
delivery to its principal place of business or to an officer or
agent of the Company having custody of the book in which the
proceedings of meetings of stockholders are recorded. Any copy,
facsimile or other reliable reproduction of a consent in writing may
be substituted or used in lieu of the original writing for any and
all purposes for which the original writing could be used, provided
that such copy, facsimile or other reproduction shall be a complete
reproduction of the entire original writing.

12.
Organization.
Such person as the Board of Directors may designate or, in the
absence of such a designation, the president of the Company or, in
his or her absence, such person as may be chosen by the holders of a
majority of the shares entitled to vote who are present, in person
or by proxy, shall call to order any meeting of the stockholders and
act as chairman of such meeting. In the absence of the
secretary of the Company, the chairman of the meeting shall appoint
a person to serve as secretary at the meeting.

ARTICLE
III:
DIRECTORS

1.
Number
And Tenure Of Directors.
The number of directors of the Company shall be determined from time
to time by the Board. Each director shall hold office until
such director’s successor is elected and qualified or until such
director’s earlier resignation or removal. Any director may
resign at any time upon written notice to the Company.

2.
Election
Of Directors.
Except as otherwise provided in this Bylaws, directors shall be
elected at the annual meeting of stockholders. Directors need
not be residents of the State of Delaware. Elections of
directors need not be by written ballot.

3.
Special
Meetings.
Special meetings of the Board of Directors may be called by or at
the request of the Chairman of the Board, the President or at least
one-third of the number of directors constituting the whole board.
The person or persons authorized to call special meetings of
the Board of Directors may fix any time, date or place, either
within or without the State of Delaware, for holding any special
meeting of the Board of Directors called by them.

4.
Notice
Of Special Meetings Of The Board Of Directors.
Notice of any special meeting of the Board of Directors shall be
given, orally or in writing, by the person or persons calling the
meeting to all directors at least one (1) day previous thereto. If
mailed, such notice shall be deemed to be delivered when deposited
in the United States Mail so addressed, with first-class postage
thereon prepaid. If sent by any other means (including
facsimile, courier, electronic mail or express mail, etc.), such
notice shall be deemed to be delivered when actually delivered to
the home or business address, electronic address or facsimile number
of the director.

5.
Quorum.
A majority of the total number of directors as provided in Section
1
of Article III of these Bylaws shall constitute a quorum for the
transaction of business. If less than a majority of the
directors are present at a meeting of the Board of Directors, a
majority of the directors present may adjourn the meeting from time
to time without further notice.

6.
Voting.
The vote of the majority of the directors present at a meeting at
which a quorum is present shall be the act of the Board of
Directors, unless the Delaware General Company Law or the
Certificate of Incorporation requires a vote of a greater number.

7.
Vacancies.
Vacancies in the Board of Directors may be filled by a majority vote
of the Board of Directors or by an election either at an annual
meeting or at a special meeting of the stockholders called for that
purpose. Any directors elected by the stockholders to fill a
vacancy shall hold office for the balance of the term for which he
or she was elected. A director appointed by the Board of
Directors to fill a vacancy shall serve until the next meeting of
stockholders at which directors are elected.

8.
Removal
Of Directors.
A director, or the entire Board of Directors, may be removed, with
or without cause, by the holders of a majority of the shares then
entitled to vote at an election of directors; provided, however,
that if cumulative voting obtains and less than the entire Board of
Directors is to be removed, no director may be removed without cause
if the votes cast against such director’s removal would be
sufficient to elect him if then cumulatively voted at an election of
the entire Board of Directors.

9.
Written
Action By Directors.
Unless otherwise restricted by the Certificate of Incorporation or
these Bylaws, any action required or permitted to be taken at any
meeting of the Board of Directors, or of any committee thereof, may
be taken without a meeting if all members of the Board of Directors
or committee, as the case may be, consent thereto in writing, and
the writing or writings are filed with the minutes of proceedings of
the Board of Directors or committee. Without limiting the
manner by which consent may be given, members of the Board of
Directors may consent by delivery of an electronic transmission when
such transmission is directed to a facsimile number or electronic
mail address at which the Company has consented to receive such
electronic transmissions, and copies of the electronic transmissions
are filed with the minutes of proceedings of the Board of Directors
or committee. Such filing shall be in paper form if the
minutes are maintained in paper form and shall be in electronic form
if the minutes are maintained in electronic form.

10.
Participation
By Conference Telephone.
Members of the Board of Directors, or any committee designated by
such board, may participate in a meeting of the Board of Directors,
or committee thereof, by means of conference telephone or similar
communications equipment as long as all persons participating in the
meeting can speak with and hear each other, and participation by a
director pursuant to this Section 10 shall constitute presence in
person at such meeting.

11.
Compensation
Of Directors.
Unless otherwise restricted by the Certificate of Incorporation or
these Bylaws, the Board of Directors shall have the authority to fix
the compensation of directors. The directors may be paid their
expenses, if any, of attendance at each meeting of the Board of
Directors and may be paid a fixed sum for attendance at each meeting
of the Board of Directors or a stated salary as director. No
such payment shall preclude any director from serving the Company in
any other capacity and receiving compensation therefore. Members
of special or standing committees may be allowed like compensation
for attending committee meetings.

ARTICLE
IV: WAIVER
OF NOTICE

1.
Written
Waiver Of Notice.
A written waiver of any required notice, signed by or electronically
transmitted by the person entitled to notice, whether before or
after the date stated therein, shall be deemed equivalent to notice.
Neither the business to be transacted at, nor the purpose of,
any regular or special meeting of stockholders, directors or members
of a committee of directors need be specified in any written waiver
of notice.

2.
Attendance
As Waiver Of Notice.
Attendance of a person at a meeting shall constitute a waiver of
notice of such meeting, except when the person attends a meeting for
the express purpose of objecting at the beginning of the meeting,
and objects, to the transaction of any business because the meeting
is not lawfully called or convened.

ARTICLE
V: COMMITTEES

1.
General
Provisions.
The Board of Directors may, by resolution passed by a majority of
the whole Board, designate one or more committees, each committee to
consist of one or more of the directors of the Company. The
Board may designate one or more directors as alternate members of
any committee, who may replace any absent or disqualified member at
any meeting of the committee. In the absence or
disqualification of a member at any meeting of a committee, the
member or members thereof present at any meeting and not
disqualified from voting, whether or not such member or members
constitute a quorum, may unanimously appoint another member of the
Board of Directors to act at the meeting in the place of any such
absent or disqualified member. Any such committee, to the
extent provided in the resolution of the Board of Directors, shall
have and may exercise all the powers and authority of the Board of
Directors in the management of the business and affairs of the
Company, and may authorize the seal of the Company to be affixed to
all papers which may require it, but no such committee shall have
the power or authority in reference to the following matters: (i)
approving or adopting, or recommending to the stockholders, any
action or matter (other than the election or removal of directors)
expressly required by law to be submitted to stockholders for
approval or (ii) adopting, amending or repealing any bylaw of the
corporation.

ARTICLE
VI:OFFICERS

1.
General
Provisions.
The Board of Directors shall elect a President and a Secretary of
the Company. The Board of Directors may also elect a Chairman
of the Board, one or more Vice Chairmen of the Board, one or more
Vice Presidents, a Treasurer, one or more Assistant Secretaries and
Assistant Treasurers and such additional officers as the Board of
Directors may deem necessary or appropriate from time to time. Any
two or more offices may be held by the same person. The
officers elected by the Board of Directors shall have such duties as
are hereafter described and such additional duties as the Board of
Directors may from time to time prescribe.

2.
Election
And Term Of Office.
The officers of the Company shall be elected annually by the Board
of Directors at the regular meeting of the Board of Directors held
after each annual meeting of the stockholders. If the election
of officers is not held at such meeting, such election shall be held
as soon thereafter as may be convenient. New offices of the
Company may be created and filled and vacancies in offices may be
filled at any time, at a meeting or by the written consent of the
Board of Directors. Unless removed pursuant to Section
3
of Article VI of these Bylaws, each officer shall hold office until
his successor has been duly elected and qualified, or until his
earlier death or resignation. Election or appointment of an
officer or agent shall not of itself create contract rights.

3.
Removal
Of Officers.
Any officer or agent elected or appointed by the Board of Directors
may be removed by the Board of Directors whenever, in its judgment,
the best interests of the Company would be served thereby, but such
removal shall be without prejudice to the contract rights, if any,
of the person(s) so removed.

4.
The
Chief Executive Officer.
The Board of Directors shall designate whether the Chairman of the
Board, if one shall have been chosen, the President or another
individual shall be the Chief Executive Officer of the Company. If
a Chairman of the Board or another individual has not been chosen,
or if a Chairman of the Board has been chosen but not designated
Chief Executive Officer, then the President shall be the Chief
Executive Officer of the Company. The Chief Executive Officer
shall be the principal executive officer of the Company and shall in
general supervise and control all of the business and affairs of the
Company, unless otherwise provided by the Board of Directors. The
Chief Executive Officer shall preside at all meetings of the
stockholders and of the Board of Directors and shall see that orders
and resolutions of the Board of Directors are carried into effect.
The Chief Executive Officer may sign bonds, mortgages,
certificates for shares and all other contracts and documents
whether or not under the seal of the Company except in cases where
the signing and execution thereof shall be expressly delegated by
law, by the Board of Directors or by these Bylaws to some other
officer or agent of the Company. The Chief Executive Officer
shall have general powers of supervision and shall be the final
arbiter of all differences between officers of the Company and his
decision as to any matter affecting the Company shall be final and
binding as between the officers of the Company subject only to the
Board of Directors.

5.
The
President.
In the absence of the Chief Executive Officer or in the event of his
inability or refusal to act, if the Chairman of the Board or another
individual has not been designated Chief Executive Officer, the
President shall perform the duties of the Chief Executive Officer,
and when so acting, shall have all the powers of and be subject to
all the restrictions upon the Chief Executive Officer. At all
other times the President shall have the active management of the
business of the Company under the general supervision of the Chief
Executive Officer. The President shall have concurrent power
with the Chief Executive Officer to sign bonds, mortgages,
certificates for shares and other contracts and documents, whether
or not under the seal of the Company except in cases where the
signing and execution thereof shall be expressly delegated by law,
by the Board of Directors, or by these Bylaws to some other officer
or agent of the Company. In general, the President shall
perform all duties incident to the office of president and such
other duties as the Chief Executive Officer or the Board of
Directors may from time to time prescribe.

6.
The
Chairman Of The Board.
The Chairman of the Board, if one is chosen, shall be chosen from
among the members of the board. If the Chairman of the Board
has not been designated Chief Executive Officer, the Chairman of the
Board shall perform such duties as may be assigned to the Chairman
of the Board by the Chief Executive Officer or by the Board of
Directors.

7.
Vice
Chairman Of The Board.
In the absence of the Chief Executive Officer or in the event of his
inability or refusal to act, if the Chairman of the Board or another
individual has not been designated Chief Executive Officer, the Vice
Chairman, or if there be more than one, the Vice Chairmen, in the
order determined by the Board of Directors, shall perform the duties
of the Chief Executive Officer, and when so acting shall have all
the powers of and be subject to all the restrictions upon the Chief
Executive Officer. At all other times, the Vice Chairman or
Vice Chairmen shall perform such duties and have such powers as the
Chief Executive Officer or the Board of Directors may from time to
time prescribe.

8.
The
Vice President.
In the absence of the President or in the event of his inability or
refusal to act, the Vice President (or in the event there be more
than one Vice President, the Executive Vice President and then the
other Vice President or Vice Presidents in the order designated, or
in the absence of any designation, then in the order of their
election) shall perform the duties of the President, and when so
acting, shall have all the powers of and be subject to all the
restrictions upon the President. The Vice Presidents shall
perform such other duties and have such other powers as the Chief
Executive Officer or the Board of Directors may from time to time
prescribe.

9.
The
Secretary.
The Secretary shall attend all meetings of the Board of Directors
and all meetings of the stockholders and record all the proceedings
of the meetings of the Company and of the Board of Directors in a
book to be kept for that purpose and shall perform like duties for
the standing committees when required. The Secretary shall
give, or cause to be given, notice of all meetings of the
stockholders and special meetings of the Board of Directors, and
shall perform such other duties as may be prescribed by the Board of
Directors or the Chief Executive Officer, under whose supervision he
shall be. The Secretary shall have custody of the corporate
seal of the Company and the Secretary, or an Assistant Secretary,
shall have authority to affix the same to any instrument requiring
it and when so affixed, it may be attested by his signature or by
the signature of such Assistant Secretary. The Board of
Directors may give general authority to any other officer to affix
the seal of the Company and to attest the affixing by his signature.

10.
The
Assistant Secretary.
The Assistant Secretary, or if there be more than one, the Assistant
Secretaries in the order determined by the Board of Directors (or if
there be no such determination, then in the order of their
election), shall, in the absence of the Secretary or in the event of
his inability or refusal to act, perform the duties and exercise the
powers of the Secretary and shall perform such other duties and have
such other powers as the Chief Executive Officer or the Board of
Directors may from time to time prescribe.

11.
The
Treasurer.
The Treasurer shall have the custody of the corporate funds and
securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the Company and shall deposit
all moneys and other valuable effects in the name and to the credit
of the Company in such depositories as may be designated by the
Board of Directors. The Treasurer shall disburse the
funds of the Company as may be ordered by the Board of Directors,
taking proper vouchers for such disbursements, and shall render to
the President and the Board of Directors, at its regular meetings,
or when the Board of Directors so requires, an account of all his
transactions as Treasurer and of the financial condition of the
Company. If required by the Board of Directors, the Treasurer
shall give the Company a bond (which shall be renewed every six (6)
years) in such sum and with such surety or sureties as shall be
satisfactory to the Board of Directors for the faithful performance
of the duties of his office and for the restoration to the Company,
in case of his death, resignation, retirement or removal from
office, of all books, papers, vouchers, money and other property of
whatever kind in his possession or under his control belonging to
the Company.

12.
The
Assistant Treasurer.
The Assistant Treasurer, or if there shall be more than one, the
Assistant Treasurers in the order determined by the Board of
Directors (or if there be no such determination, then in the order
of their election), shall, in the absence of the Treasurer or in the
event of his inability or refusal to act, perform the duties and
exercise the powers of the Treasurer and shall perform such other
duties and have such other powers as the Chief Executive Officer or
the Board of Directors may from time to time prescribe.

13.
Other
Officers, Assistant Officers And Agents.
Officers, Assistant Officers and Agents, if any, other than those
whose duties are provided for in these Bylaws, shall have such
authority and perform such duties as may from time to time be
prescribed by resolution of the board of directors.

14.
Absence
Of Officers.
In the absence of any officer of the Company, or for any other
reason the Board of Directors may deem sufficient, the Board of
Directors may delegate the powers or duties, or any of such powers
or duties, of any officers or officer to any other officer or to any
director.

15.
Compensation.
The Board of Directors shall have the authority to establish
reasonable compensation of all officers for services to the Company.

ARTICLE
VII:INDEMNIFICATION

1.
Right
To Indemnification Of Directors And Officers.
The Company shall indemnify and hold harmless, to the fullest extent
permitted by applicable law as it presently exists or may hereafter
be amended, any person (a “Covered
Person”)
who was or is made or is threatened to be made a party or is
otherwise involved in any action, suit or proceeding, whether civil,
criminal, administrative or investigative (a “proceeding”),
by reason of the fact that such person, or a person for whom such
person is the legal representative, is or was a director or officer
of the Company or, while a director or officer of the Company, is or
was serving at the request of the Company as a director, officer,
employee or agent of another Company or of a partnership, joint
venture, trust, enterprise or nonprofit entity, including service
with respect to employee benefit plans, against all liability and
loss suffered and expenses (including attorneys’ fees) reasonably
incurred by such Covered Person in such proceeding. Notwithstanding
the preceding sentence, except as otherwise provided in Section
3
of Article VII of these Bylaws, the Company shall be required to
indemnify a Covered Person in connection with a proceeding (or part
thereof) commenced by such Covered Person only if the commencement
of such proceeding (or part thereof) by the Covered Person was
authorized in advance by the Board of Directors.

2.
Prepayment
Of Expenses Of Directors And Officers.
The Company shall pay the expenses (including attorneys’ fees)
incurred by a Covered Person in defending any proceeding in advance
of its final disposition, provided,
however,
that, to the extent required by law, such payment of expenses in
advance of the final disposition of the proceeding shall be made
only upon receipt of an undertaking by the Covered Person to repay
all amounts advanced if it should be ultimately determined that the
Covered Person is not entitled to be indemnified under this Article
VII or otherwise.

3.
Claims
By Directors And Officers.
If a claim for indemnification or advancement of expenses under this
Article VII is not paid in full within thirty days after a written
claim therefor by the Covered Person has been received by the
Company, the Covered Person may file suit to recover the unpaid
amount of such claim and, if successful in whole or in part, shall
be entitled to be paid the expense of prosecuting such claim. In
any such action the Company shall have the burden of proving that
the Covered Person is not entitled to the requested indemnification
or advancement of expenses under applicable law.

4.
Indemnification
Of Employees And Agents.
The Company may indemnify and advance expenses to any person who was
or is made or is threatened to be made or is otherwise involved in
any proceeding by reason of the fact that such person, or a person
for whom such person is the legal representative, is or was an
employee or agent of the Company or, while an employee or agent of
the Company, is or was serving at the request of the Company as a
director, officer, employee or agent of another corporation or of a
partnership, joint venture, trust, enterprise or nonprofit entity,
including service with respect to employee benefit plans, against
all liability and loss suffered and expenses (including attorney’s
fees) reasonably incurred by such person in connection with such
proceeding. The ultimate determination of entitlement to
indemnification of persons who are nondirector or officer employees
or agents shall be made in such manner as is determined by the Board
of Directors in its sole discretion. Notwithstanding the
foregoing sentence, the Company shall not be required to indemnify a
person in connection with a proceeding initiated by such person if
the proceeding was not authorized in advance by the Board of
Directors.

5.
Advancement
Of Expenses Of Employees And Agents.
The Company may pay the expenses (including attorney’s fees)
incurred by an employee or agent in defending any proceeding in
advance of its final disposition on such terms and conditions as may
be determined by the Board of Directors.

6.
Non-Exclusivity
Of Rights.
The rights conferred on any person by this Article VII shall not be
exclusive of any other rights which such person may have or
hereafter acquire under any statute, provision of the certificate of
incorporation, these Bylaws, agreement, vote of stockholders or
disinterested directors or otherwise.

7.
Other
Indemnification.
The Company’s obligation, if any, to indemnify any person who was
or is serving at its request as a director, officer or employee of
another Company, partnership, joint venture, trust, organization or
other enterprise shall be reduced by any amount such person may
collect as indemnification from such other Company, partnership,
joint venture, trust, organization or other enterprise.

8.
Insurance.
The Board of Directors may, to the full extent permitted by
applicable law as it presently exists, or may hereafter be amended
from time to time, authorize an appropriate officer or officers to
purchase and maintain at the Company’s expense insurance: (a)
to indemnify the Company for any obligation which it incurs as a
result of the indemnification of directors, officers and employees
under the provisions of this Article VII; and (b) to indemnify or
insure directors, officers and employees against liability in
instances in which they may not otherwise be indemnified by the
Company under the provisions of this Article VII.

9.
Amendment
Or Repeal.
Any repeal or modification of the foregoing provisions of this
Article VII shall not adversely affect any right or protection
hereunder of any person in respect of any act or omission occurring
prior to the time of such repeal or modification. The rights
provided hereunder shall inure to the benefit of any Covered Person
and such person’s heirs, executors and administrators.

ARTICLE
VIIICERTIFICATES
FOR SHARES

1.
Certificates
Of Shares.
The shares of the Company shall be represented by certificates,
provided that the Board of Directors of the Company may provide by
resolution or resolutions that some or all of any or all classes or
series of its stock shall be uncertificated shares. Any such
resolution shall not apply to shares represented by a certificate
until such certificate is surrendered to the Company.
Notwithstanding the adoption of such a resolution by the Board
of Directors, every holder of stock represented by certificates and
upon request every holder of uncertificated shares shall be entitled
to have a certificate signed by, or in the name of the Company by
the Chairman or Vice Chairman of the Board of Directors, Chief
Executive Officer, or the President or Vice President, and by the
Treasurer or an Assistant Treasurer, or the Secretary or an
Assistant Secretary of the Company representing the number of shares
registered in certificate form. Any or all the signatures on
the certificate may be a facsimile.

2.
Signatures
Of Former Officer, Transfer Agent Or Registrar.
In case any officer, transfer agent, or registrar who has signed or
whose facsimile signature has been placed upon a certificate shall
have ceased to be such officer, transfer agent or registrar before
such certificate is issued, it may be issued by the Company with the
same effect as if such person or entity were such officer, transfer
agent or registrar at the date of issue.

3.
Transfer
Of Shares.
Transfers of shares of the Company shall be made only on the books
of the Company by the holder of record thereof or by his legal
representative, who shall furnish proper evidence of authority to
transfer, or by his or her attorney thereunto authorized by power of
attorney duly executed and filed with the Secretary of the Company,
and on surrender for cancellation of certificate for such shares.
Prior to due presentment of a certificate for shares for
registration of transfer, the Company may treat a registered owner
of such shares as the person exclusively entitled to vote, to
receive notifications and otherwise have and exercise all of the
right and powers of an owner of shares.

4.
Lost,
Destroyed Or Stolen Certificates.
Whenever a certificate representing shares of the Company has been
lost, destroyed or stolen, the holder thereof may file in the office
of the Company an affidavit setting forth, to the best of his
knowledge and belief, the time, place, and circumstance of such
loss, destruction or theft together with a statement of indemnity
sufficient in the opinion of the Board of Directors to indemnify the
Company against any claim that may be made against it on account of
the alleged loss of any such certificate. Thereupon the Board
may cause to be issued to such person or such person’s legal
representative a new certificate or a duplicate of the certificate
alleged to have been lost, destroyed or stolen. In the
exercise of its discretion, the Board of Directors may waive the
indemnification requirements provided herein.

ARTICLE
IX DIVIDENDS

1.
Declarations
Of Dividends.
Dividends upon the capital stock of the Company, subject to the
provisions of the Certificate of Incorporation, if any, may be
declared by the Board of Directors at any regular or special
meeting, pursuant to law. Dividends may be paid in cash, in
property, or in shares of the capital stock, subject to the
provisions of the Certificate of Incorporation.

2.
Requirements
For Payment Of Dividends.
Before payment of any dividend there may be set aside out of any
funds of the Company available for dividends such sum or sums as the
directors from time to time, in their absolute discretion, think
proper as a reserve fund to meet contingencies, or for equalizing
dividends, or for repairing or maintaining any property of the
Company, or for such other purpose as the directors shall think
conducive to the interests of the Company, and the directors may
abolish any such reserve.

ARTICLE
X GENERALPROVISIONS

1.
Contracts.
The Board of Directors may authorize any officer or officers, agent
or agents, to enter into any contract or execute and deliver any
instrument in the name of and on behalf of the Company, and such
authority may be general or confined to specific instances.

2.
Loans.
No loans shall be contracted on behalf of the Company and no
evidences of indebtedness shall be issued in its name unless
authorized by a resolution of the Board of Directors. Such
authority may be general or confined to specific instances.

3.
Checks,
Drafts, Etc..All
checks, drafts or other orders for the payment of money, notes or
other evidences of indebtedness issued in the name of the Company
shall be signed by one or more officers or agents of the Company and
in such manner as shall from time to time be determined by
resolution of the Board of Directors.

4.
Deposits.
The funds of the Company may be deposited or invested in such bank
account, in such investments or with such other depositaries as
determined by the Board of Directors.

5.
Fiscal
Year.
The fiscal year of the Company shall be fixed by resolution of the
Board of Directors.

6.
Seal.
The corporate seal shall have inscribed thereon the name of the
Company, the year of its organization and the words “Corporate
Seal, Delaware”. Said seal may be used by causing it or a
facsimile thereof to be impressed or affixed or reproduced or
otherwise.

7.
Annual
Statement.
The Board of Directors shall present at each annual meeting, and at
any special meeting of the stockholders when called for by vote of
the stockholders, a full and clear statement of the business and
condition of the Company.

ARTICLE
XI: RIGHT
OF FIRST REFUSAL

1.
Right
Of First Refusal.
No stockholder shall sell, assign, pledge, or in any manner transfer
any of the shares of Common Stock of the corporation (“Common
Stock”)
or any right or interest therein, whether voluntarily or by
operation of law, or by gift or otherwise, except by a transfer
which meets the requirements hereinafter set forth in this bylaw:

1.1.
If the stockholder receives from anyone a bona fide offer acceptable
to the stockholder to purchase any Common Stock held by such
stockholder, then the stockholder shall first give written notice
thereof to the Company. The notice shall name the proposed
transferee and state the number of shares of Common Stock to be
transferred, the price per share and all other terms and conditions
of the offer.

1.2.
For fifteen (15) days following receipt of such notice, the
corporation or its assigns shall have the option to purchase all or,
with the consent of the stockholder, any lesser part of the Common
Stock specified in the notice at the price and upon the terms set
forth in such bona fide offer. In the event the Company elects
to purchase all or, as agreed by the stockholder, a lesser part, of
the Common Stock, it shall give written notice to the selling
stockholder of its election and settlement for said Common Stock
shall be made as provided below in paragraph (c).

1.3.
In the event the Company elects to acquire any of the Common Stock
of the selling stockholder as specified in said selling
stockholder’s notice, the Secretary of the Company shall so notify
the selling stockholder and settlement thereof shall be made in cash
within thirty (30) days after the Secretary of the Company receives
said selling stockholder’s notice; provided that if the terms of
payment set forth in said selling stockholder’s notice were other
than cash against delivery, the Company shall pay for said Common
Stock on the same terms and conditions set forth in said selling
stockholder’s notice.

1.4.
In the event the Company does not elect to acquire all of the Common
Stock specified in the selling stockholder’s notice, said selling
stockholder may, within the sixty (60) day period following the
expiration of the option rights granted to the Company, sell
elsewhere the Common Stock specified in said selling stockholder’s
notice which were not acquired by the Company, in accordance with
the provisions of paragraph (c) of this bylaw, provided that said
sale shall not be on terms and conditions more favorable to the
purchaser than those contained in the bona fide offer set forth in
said selling stockholder’s notice. All Common Stock so sold
by said selling stockholder shall continue to be subject to the
provisions of this bylaw in the same manner as before said transfer.

1.5.
Anything to the contrary contained herein notwithstanding, the
following transactions shall be exempt from the provisions of this
bylaw:

1.5.1.
A stockholder’s transfer of any or all Common Stock held either
during such stockholder’s lifetime or on death by will or
intestacy to such stockholder’s family. “Immediate
family”
as used herein shall mean spouse, lineal descendent, father, mother,
brother, or sister of the stockholder making such transfer.

1.5.2.
A stockholder’s bona fide pledge or mortgage of any Common Stock
with a commercial lending institution, provided that any subsequent
transfer of said Common Stock by said institution shall be conducted
in the manner set forth in this bylaw.

1.5.3.
A stockholder’s transfer of any or all of such stockholder’s
Common Stock to any other stockholder of the Company.

1.5.4.
A stockholder’s transfer of any or all of such stockholder’s
Common Stock to a person who, at the time of such transfer, is an
officer or director of the Company.

1.5.5.
A corporate stockholder’s transfer of any or all of its Common
Stock pursuant to and in accordance with the terms of any merger,
consolidation, reclassification of Common Stock or capital
reorganization of the corporate stockholder, or pursuant to a sale
of all or substantially all of the stock or assets of a corporate
stockholder.

1.5.6.
A corporate stockholder’s transfer of any or all of its Common
Stock to any or all of its stockholders.

1.5.7.
A transfer of any or all of the Common Stock held by a stockholder
which is a limited or general partnership to any or all of its
partners.

1.5.8.
In any such case, the transferee, assignee, or other recipient shall
receive and hold such Common Stock subject to the provisions of this
bylaw, and there shall be no further transfer of such Common Stock
except in accord with this bylaw.

1.6.
The provisions of this bylaw may be waived with respect to any
transfer either by the Company, upon duly authorized action of its
Board of Directors, or by the stockholders, upon the express written
consent of the owners of a majority of the voting power of the
Company (excluding the votes represented by those shares of Common
Stock to be sold by the selling stockholder). This bylaw may
be amended or repealed either by a duly authorized action of the
Board of Directors or by the stockholders, upon the express written
consent of the owners of a majority of the voting power of the
corporation.

1.7.
Any sale or transfer, or purported sale or transfer, of Common Stock
shall be null and void unless the terms, conditions, and provisions
of this bylaw are strictly observed and followed.

1.8.
The foregoing right of first refusal shall terminate on either of
the following dates, whichever shall first occur:

1.8.1.
On [Date
10 Years from Adoption of these Bylaws]
or

1.8.2.
Upon the date Common Stock of the Company is first offered to the
public pursuant to a registration statement filed with, and declared
effective by, the Securities and Exchange Commission under the
Securities Act of 1933, as amended. The certificates
representing the Common Stock shall bear the following legend so
long as the foregoing right of first refusal remains in effect:

“THE
SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A RIGHT OF
FIRST REFUSAL OPTION IN FAVOR OF THE CORPORATION, AS PROVIDED IN THE
BYLAWS OF THE CORPORATION.”

1.9.
The provisions of this bylaw shall not apply to any transfer of
shares of Preferred Stock of the Company or the shares of Common
Stock issued upon conversion thereof.

ARTICLE
XII:AMENDMENTS

1.
Amendments.
These Bylaws may be altered, amended or repealed or new Bylaws may
be adopted by the stockholders or by the Board of Directors, when
such power is conferred upon the Board of Directors by the
Certificate of Incorporation, at any regular meeting of the
stockholders or of the Board of Directors or at any special meeting
of the stockholders or of the Board of Directors if notice of such
alteration, amendment, repeal or adoption of new Bylaws be contained
in the notice of such special meeting. If the power to adopt,
amend or repeal Bylaws is conferred upon the Board of Directors by
the Certificate of Incorporation it shall not divest or limit the
power of the stockholders to adopt, amend or repeal Bylaws.

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